Navid Mahmoodzadegan

About Navid Mahmoodzadegan

Navid Mahmoodzadegan is Co‑Founder and Chief Executive Officer of Moelis & Company (effective October 1, 2025) and serves on the Board of Directors; he previously was Co‑President since September 2015 and a Managing Director since 2007. He is 55, holds an A.B. with Highest Distinction from the University of Michigan (Phi Beta Kappa) and a J.D. from Harvard Law School, magna cum laude . 2024 firm performance considered by the Compensation Committee included adjusted revenues of $1.2 billion and a 37% one‑year TSR, with long‑term returns of 234% over five years and 525% since IPO; in 2025 Q3, revenue rose to $356.9 million GAAP and adjusted pre‑tax margin improved to 22.2% versus 9.5% YoY, underscoring momentum into his CEO tenure . Management notes quarterly results can be volatile due to transaction timing, cautioning against extrapolation .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Equity Ownership & Alignment

• Ownership guidelines and alignment: NEOs own equity >5x base salaries; multi‑year vesting/deferral (five‑year schedules) designed to align and promote retention; hedging and pledging of company stock are prohibited; clawback policy complies with SEC/NYSE rules .
• Insider selling pressure: Significant scheduled deliveries/vesting occur on Feb 23 each year (2025–2030) across legacy Restricted LP Units and RSUs; 2025 grants deliver starting 2027; CEO Performance Units vest on 3rd/4th/5th anniversaries of Sept 30, 2025 if price hurdles are achieved .

Employment Terms

Board Governance

• Board service history: Director April 2014–April 2021; rejoined Board effective October 1, 2025 with transition to CEO .
• Committee roles: MC’s Audit, Compensation, and Nominating & Corporate Governance Committees are entirely independent; current members are independent directors (Mirrer, Shropshire, Worrell); as an executive director, Navid is not described as serving on these committees .
• Independence and dual‑role implications: As CEO and director, Navid is not independent under NYSE standards; firm has a majority‑independent Board and a Lead Independent Director to balance governance; Chair role is held by Ken Moelis (Executive Chairman), mitigating CEO/Chair concentration concerns .
• Voting control context: Partner Holdings (controlled by Ken Moelis) holds Class B shares with 10:1 voting; company is no longer a “controlled company” and complies with NYSE independence requirements; Partner Holdings retains certain nomination rights subject to independence constraints .

Multi‑Year Compensation Summary (NEO – Navid Mahmoodzadegan)

Performance & Track Record

• 2024: Compensation decisions considered adjusted revenues of ~$1.2B, firmwide execution of strategic investments, and 37% annual TSR; peer benchmarking against boutique banks guided committee judgment without fixed targets .
• 2025 YTD: Q3 GAAP revenues $356.9M; nine months GAAP revenues $1,028.9M; adjusted pre‑tax margin Q3 2025 22.2% vs 9.5% prior year; dividend declared $0.65/share; buybacks of 0.2M shares for $14.5M; strong cash/short‑term investments $619.9M, no debt .
• Volatility caution: Management highlights quarterly fluctuations from transaction timing; non‑GAAP reconciliations provided .

Compensation Structure Analysis

• Equity‑heavy pay mix with five‑year vesting/deferral longer than peers; CEO’s 2024 incentive delivered ~100% in equity, reinforcing long‑term alignment .
• 2025 CEO Performance Units add explicit stock price hurdles with staged time‑vesting, materially tying realized pay to shareholder returns .
• No option grants; program avoids option‑like instruments; grants occur post‑year with Committee discretion .
• Clawback policy in place; hedging/pledging prohibited, reducing misalignment risks .

Related Party Transactions and Governance Context

• Partner Holdings rights and dual‑class structure confer significant influence over major corporate actions and board nominations while the company maintains NYSE majority‑independent board status; mitigants include lead independent director and committee independence .

Equity Ownership & Vesting Schedule Detail (Upcoming Supply Considerations)

Compensation Peer Group (Benchmarking)

• Peer set used for comparative performance and pay practices: Evercore, Houlihan Lokey, Lazard, Perella Weinberg Partners, PJT Partners; no explicit percentile/targets; one‑year boutique peers TSR averaged 56% vs MC’s 37%; long‑term returns exceed peers and major indices .

Say‑on‑Pay & Shareholder Feedback

• Directors elected by majority of votes cast; company emphasizes accountability and independence; general meeting voting requirements summarized; Partner Holdings retains certain rights but company adheres to NYSE independence standards .

Investment Implications

• Pay‑for‑performance alignment: CEO Performance Units with aggressive VWAP hurdles materially link realized equity to share price outcomes; expect limited near‑term supply from these units, with vesting only after hurdles and time conditions are met .
• Retention risk mitigants: Five‑year vest/deferral on core equity grants, 180‑day resignation notice, non‑compete/non‑solicit provisions, and clawback reduce flight risk and misalignment; termination rules allow continued vesting only if no “Detrimental Activities” occur .
• Trading signals: Concentrated vesting dates (Feb 23 annually) and 2027–2030 delivery windows may create episodic supply; monitoring Form 4 filings around these dates is prudent; buybacks and regular dividend ($0.65) support capital return and can offset delivery supply .
• Governance balance: Executive director role alongside an Executive Chairman within a majority‑independent board structure and robust anti‑hedging/pledging policies are positives; dual‑class control persists via Partner Holdings, warranting continued attention to shareholder rights dynamics .